Securities code: 002312 securities abbreviation: Sichuan Development Lomon Co.Ltd(002312) Announcement No.: 2022-011
Sichuan Development Lomon Co.Ltd(002312)
Notice on convening the first extraordinary general meeting of shareholders in 2022
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and
False records, misleading statements or major omissions shall be jointly and severally liable.
1、 Basic information of the general meeting of shareholders
Upon deliberation and approval of the 14th meeting of the 6th board of directors of Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as "the company") held on January 14, 2022, the company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 on February 25, 2022.
（1） Session: the first extraordinary general meeting of shareholders in 2022
（2） Convener: Board of directors
（3） Legality and compliance of the meeting: the 14th meeting of the 6th board of directors of the company decided to convene this general meeting of shareholders. The convening of the shareholders' meeting complies with the provisions of the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
（4） Meeting time
(1) On site meeting time: from 14:00 on Friday, February 25, 2022
(2) Online voting time:
① The specific time of online voting through the trading system of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 25, 2022;
② Via Internet voting system（ http://wltp.cn.info.com.cn. ）The specific time of voting is: 9:15-15:00 on February 25, 2022.
（5） Meeting mode: the combination of on-site voting and online voting is adopted
(1) On site voting: shareholders attend the on-site meeting in person or entrust others to attend the on-site meeting through a power of attorney (see Annex II).
(2) Online voting: the company will provide an online voting platform to all shareholders through the trading system and Internet voting system of Shenzhen Stock Exchange. Shareholders can exercise their voting rights through the above system during the above online voting time.
Only one of on-site voting and online voting can be selected for the same share. Online voting includes two voting methods: Shenzhen stock exchange trading system and Internet voting system, and only one of them can be selected for the same share. In case of repeated voting of the same voting right, the first voting result shall prevail.
（6） Equity registration date: February 22, 2022
（7） Meeting attendees
1. By 15:00 p.m. of February 22, 2022, all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders, and can entrust an agent to attend and vote in writing. The shareholder agent does not have to be a shareholder of the company;
2. Directors, supervisors and senior managers of the company;
3. Witness lawyers and other relevant personnel employed by the company.
（8） Venue: conference room 1, floor 9, block B, territory global financial center, No. 151, Tianfu Second Street, high tech Zone, Chengdu, Sichuan
2、 Topics to be considered at the meeting
1. Proposal on Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and related party transactions in compliance with relevant laws and regulations
2. Proposal on Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and related party transactions
2.1 overview of transaction scheme
2.2 issuing shares to purchase assets
2.3 issue price and number of shares involved in this transaction
2.3.1 types of shares
2.3.2 issuing object and method
2.3.3 issue price
2.3.4 issue quantity
2.4 share lock up period
2.5 performance commitment and compensation arrangement, impairment test, profit and loss arrangement in transition period
2.5.1 performance commitment period
2.5.2 performance commitment assets and commitment amount
2.5.3 compensation method and calculation formula
2.5.4 impairment test and compensation
2.5.5 implementation of compensation
2.5.6 profit and loss arrangement during the period
2.6 accumulated undistributed profits
2.7 listing place of shares issued in this transaction
2.8 validity period of the transaction resolution
3. This transaction constitutes a connected transaction, but does not constitute a proposal for major asset restructuring and listing
4. Proposal on the report on Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and related party transactions (Draft) and its abstract
5. Proposal on the compliance of this transaction with Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies
6. Proposal on this transaction meeting the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies
7. There is no proposal that the relevant subjects of this transaction of the company shall not participate in any major asset restructuring of Listed Companies in accordance with Article 13 of the Interim Provisions on strengthening the supervision of abnormal stock transactions related to major asset restructuring of listed companies
8. Proposal on the company's stock price fluctuation meeting the relevant standards in Article 5 of the notice on regulating information disclosure of listed companies and the behavior of relevant parties
9. Proposal on the impact of issuing shares to purchase assets and related party transactions on diluted earnings per share of the current period and the arrangement for filling returns
10. Proposal on the independence of appraisal institutions, rationality of appraisal assumptions, relevance between appraisal methods and appraisal purposes, and fairness of appraisal pricing
11. Proposal on reviewing the asset appraisal report related to this transaction of the company
12. Proposal on reviewing the audit report related to the company's transaction
13. Proposal on reviewing the company's pro forma financial statements and review reports related to this transaction
14. Proposal on signing the supplementary agreement to the agreement on issuing shares to purchase assets with effective conditions
15. Proposal on signing the performance compensation agreement for issuing shares to purchase assets with effective conditions
16. Proposal on the completeness and compliance of the legal procedures for the performance of this transaction and the effectiveness of the legal documents submitted
17. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to this transaction
18. Proposal on the proposed signing of custody agreement and related party transactions
19. Proposal on the expected daily connected transaction limit in 2022
20. Proposal on providing guarantee for subsidiaries to apply for comprehensive credit from banks
The above proposals have been deliberated and adopted at the 13th meeting of the 6th board of directors, the 14th meeting of the 6th board of directors, the 10th meeting of the 6th board of supervisors and the 11th meeting of the 6th board of supervisors.
The independent directors expressed their prior approval opinions and agreed independent opinions on the proposals related to the issuance of shares to purchase assets and related party transactions, the proposal to sign the custody agreement and related party transactions, and the expected daily amount of related party transactions in 2022.
The specific contents of the above proposal are detailed in the China Securities Exchange on January 7, 2022 and January 15, 2022
Securities News, securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.)
Relevant announcements disclosed on.
The votes of small and medium-sized investors will be counted separately in this shareholders' meeting. Please actively participate in it. in
Small investors refer to shareholders other than the following shareholders:
1. Directors, supervisors and senior managers of listed companies;
2. Shareholders who individually or jointly hold more than 5% of the shares of the listed company.
3、 Proposal code
Proposal code proposal name remarks
The column checked in this column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 about Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and √
Proposal on related party transactions complying with relevant laws and regulations
2.00 number of proposals on Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and √ sub proposal related party transaction scheme as voting object (to be voted item by item): (16)
2.01 overview of transaction scheme √
2.02 issue shares to purchase assets √
Issue price and number of shares involved in this transaction
2.03 types of shares √
2.04 issuing object and method √
2.05 issue price √
2.06 issue quantity √
2.07 share lock up period √
Performance commitment and compensation arrangement, impairment test, profit and loss arrangement in transition period
2.08 performance commitment period √
2.09 performance commitment assets and commitment amount √
2.10 compensation method and calculation formula √
2.11 impairment test and compensation √
2.12 implementation of compensation √
2.13 profit and loss arrangement during the period √
2.14 accumulated undistributed profits √
2.15 listing place of the shares issued in this transaction √
2.16 validity period of this transaction resolution √
3.00 this transaction constitutes a connected transaction, but does not constitute a major asset reorganization or reorganization √
Listing proposal
4.00 about Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and √
Proposal on related party transaction report (Draft) and summary
5.00 this transaction complies with the regulations on regulating major asset restructuring of listed companies if √
Proposal on Article 4 of the provisions on intervention
6.00 the transaction complies with the measures for the administration of major asset restructuring of listed companies √
Proposals stipulated in Articles 11 and 43
There is no relevant subject of the company's transaction according to the
7.00 Interim Regulations on the supervision of abnormal stock transactions related to major asset restructuring of municipal companies √
Article 13 of the decision shall not participate in any major asset reorganization of a listed company
Motion
8.00 the fluctuation of the company's stock price reaches √ in the information on regulating listed companies
Proposal on relevant standards in Article 5 of the notice on disclosure and behavior of relevant parties
9.00 diluted earnings per share for the current period on issuing shares to purchase assets and related party transactions
